TIDMKRS
RNS Number : 0421M
Keras Resources PLC
18 January 2021
Keras Resources plc / Index: AIM / Epic: KRS / Sector:
Mining
18 January 2021
Keras Resources plc ('Keras' or the 'Company')
Placing and Subscription to Raise GBP1 million
Keras Resources plc, the AIM listed mineral resource company, is
pleased to announce that, it has conditionally raised GBP1,000,000
(before expenses) through the placing and subscription of
869,565,217 new ordinary shares of 0.01p each ('Ordinary Shares')
at a price of 0.115p per Ordinary Share (the 'Placing Shares') (the
'Placing').
As part of the Placing, Brian Moritz and Russell Lamming,
directors of the Company, have conditionally agreed to subscribe
for 17,391,304 (GBP20,000) and 26,086,957 (GBP30,000) new Ordinary
Shares respectively with the latter being issued to Russell Lamming
in lieu of part of his salary, on the same terms.
Every 2 Placing Shares subscribed will receive a warrant to
subscribe for 1 new Ordinary Share at any time up to 28 February
2022, with an exercise price of 0.18p per new Ordinary Share
('Warrants').
In addition, the Company has conditionally agreed to issue
48,000,000 Ordinary Shares at the same price in settlement of
amounts owing to advisors ('Advisor Shares'). No Warrants will be
issued with the Advisor Shares.
600,000,000 of the Placing Shares ('Tranche 1 Placing Shares')
are being issued under the Company's existing share authorities.
However, the Warrants, the remaining 269,565,217 Placing Shares
('Tranche 2 Placing Shares') and the Advisor Shares require
additional shareholder authorities. The necessary authorities will
be proposed to shareholders at a General Meeting intended to be
held on or about 15 February 2021, further details of which will be
announced to shareholders in due course.
The funds being raised will enable the Directors to explore
opportunities to grow the Company's current portfolio both through
organic growth and by the potential introduction of new projects,
as well as being used for general working capital purposes.
Keras Resources CEO, Russell Lamming said: "Our Diamond Creek
Mine in Utah has made extremely encouraging progress over the past
six months - from a standing start to a fully integrated
mine-to-market project. The work now underway at the Utah
processing plant is expected to enhance our production profile and
flexibility to produce a variety of high grade, organic phosphate
products, which underlines the potential growth for this dimension
of our business in 2021. In addition, our Nayéga Manganese Mine in
Togo continues to hold considerable future value for Keras, and I
look forward to providing further updates relating to this asset in
due course.
"To further bolster our cash reserves at this time will also
provide us with significant leverage as we look to expand our
project portfolio targeting additional low-capex and near-term
production projects."
Details of the Placing
Application will now be made for admission of the 600,000,000
Tranche 1 Placing Shares to trading on the AIM Market of the London
Stock Exchange ('Admission'). It is anticipated that Admission will
take place on or around 1 February 2021. The Tranche 1 Placing
Shares will rank pari passu with the existing Ordinary Shares,
which are currently traded on AIM.
Following the Admission, there will be 5,966,007,851 Ordinary
Shares in issue with each share carrying the right to one vote.
There are no shares currently held in treasury. The total number of
voting rights in the Company will therefore be 5,966,077,851 and
this figure may be used by shareholders as the denominator for the
calculations by which they determine if they are required to notify
their interest in, or a change to their interest in, the Company
under the Financial Conduct Authority's Disclosure Rules and
Transparency Rules.
The issue of the Tranche 2 Placing Shares and the Advisor
Shares, and the grant of Warrants are conditional on the passing of
resolutions increasing the Company's share issuing authorities to
be proposed at a General Meeting and cannot be completed until
after that meeting. Application for admission of the Tranche 2
Placing Shares and the Advisor Shares to trading on the AIM Market
of the London Stock Exchange ('Second Admission') is expected to be
made immediately on the passing of the required resolutions.
Following the Second Admission there will be 6,283,573,068 Ordinary
Shares in issue, and an announcement will be made in due
course.
Related Party
The Subscription by and the grant of Warrants to Brian Moritz
and Russell Lamming constitute related party transactions pursuant
to AIM Rule 13 of the AIM Rules for Companies. Dave Reeves, being
the director independent of the Director Subscription and grant of
Warrants considers, having consulted with the Company's Nominated
Adviser, that the Director Subscription and grant of Warrants to
Brian Moritz and Russell Lamming are fair and reasonable insofar as
the shareholders of the Company are concerned.
Director Shareholdings
Subject to the passing of resolutions at a general meeting to be
held by the Company and the Second Admission, the beneficial
interests of the Directors in the enlarged issued share capital
will be as follows:
Director Interest in Interest in % Interest Warrants to
Ordinary Shares Ordinary Shares in Ordinary be issued subject
following subject to Shares subject to passing
admission passing of to passing of resolutions
of the Director resolutions of resolutions at the General
Subscription at the General at the General Meeting
Shares Meeting and Meeting and
the Second the Second
Admission Admission
Russell Lamming 370,916,552 397,003,509 6.32% 13,043,479
----------------- ----------------- ---------------- -------------------
Brian Moritz 142,990,814 160,382,118 2.55% 8,695,652
----------------- ----------------- ---------------- -------------------
Dave Reeves 844,342,616 844,342,616 13.44% Nil
----------------- ----------------- ---------------- -------------------
Total 1,358,249,982 1,401,728,243 22.31% 21,739,131
----------------- ----------------- ---------------- -------------------
General Meeting
As a result of the issue of the Tranche 1 Placing Shares, the
Company will have insufficient authority to issue the Tranche 2
Placing Shares, the Advisor Shares and the Warrants to be issued
pursuant to the Placing.
For these reasons, the Directors are therefore convening a
General Meeting intended to be held on 15 February 2021 to renew
their authority to issue Ordinary Shares in full satisfaction of
the matters referred to above, details of which will be shortly
posted to shareholders. A further announcement regarding this
General Meeting will be made in due course.
**S**
For further information please visit www.kerasplc.com , follow
us on Twitter @kerasplc or contact the following:
Russell Lamming Keras Resources plc info@kerasplc.com
Nominated Adviser & Joint SP Angel Corporate Finance
Broker LLP
Ewan Leggat / Charlie Bouverat +44 (0) 20 3470 0470
Joint Broker Shard Capital Partners
Damon Heath / Erik Woolgar LLP +44 (0) 207 186 9900
Financial PR
Susie Geliher / Cosima
Akerman St Brides Partners Ltd +44 (0) 20 7236 1177
Appendix
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Brian Moritz
--------------------------------- ------------------------------------
2. Reason for the notification
-----------------------------------------------------------------------
a) Position/status: Non-Executive Chairman
--------------------------------- ------------------------------------
b) Initial notification/amendment: Initial notification
--------------------------------- ------------------------------------
3. Details of the issuer emission allowance market
participant, auction platform, auctioneer or auction
monitor
-----------------------------------------------------------------------
a) Name: Keras Resources plc
--------------------------------- ------------------------------------
b) LEI: 213800OZFKFM2N4R4F47
--------------------------------- ------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type
of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
-----------------------------------------------------------------------
a) Description of the financial Ordinary shares of 0.01 pence
instrument, type of each
instrument:
ISIN: GB00B649J414
Identification code:
--------------------------------- ------------------------------------
b) Nature of the transaction: 1. S ubscription for Ordinary
Shares
2. Grant of Warrants pursuant
to the Director Subscription
--------------------------------- ------------------------------------
c) Price(s) and volume(s): Prices(s) Volume(s)
1. 0.115p 17,391,304
---------- -----------
2. 0.18p 8,695,652
---------- -----------
--------------------------------- ------------------------------------
d) Aggregated information: Multiple transactions as
in 4 c) above
Aggregated volume:
17,391,304
Price:
0.115p
Aggregated volume:
8,695,652
Price:
0.18p
--------------------------------- ------------------------------------
e) Date of transaction: 18/01/2021
--------------------------------- ------------------------------------
f) Place of transaction Outside a trading venue
--------------------------------- ------------------------------------
1. Details of the person discharging managerial responsibilities/person
closely associated
a) Name: Russell Lamming
--------------------------------- ------------------------------------
2. Reason for the notification
-----------------------------------------------------------------------
a) Position/status: Chief Executive Officer
--------------------------------- ------------------------------------
b) Initial notification/amendment: Initial notification
--------------------------------- ------------------------------------
3. Details of the issuer emission allowance market
participant, auction platform, auctioneer or auction
monitor
-----------------------------------------------------------------------
a) Name: Keras Resources plc
--------------------------------- ------------------------------------
b) LEI: 213800OZFKFM2N4R4F47
--------------------------------- ------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type
of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
-----------------------------------------------------------------------
a) Description of the financial Ordinary shares of 0.01 pence
instrument, type of each
instrument:
ISIN: GB00B649J414
Identification code:
--------------------------------- ------------------------------------
b) Nature of the transaction: 1. S ubscription for Ordinary
Shares
2. Grant of Warrants pursuant
to the Director Subscription
--------------------------------- ------------------------------------
c) Price(s) and volume(s): Prices(s) Volume(s)
1 . 0 .115p 26,086,957
----------- -----------
2. 0.18p 13,043,479
----------- -----------
--------------------------------- ------------------------------------
d) Aggregated information: Multiple transactions as
in 4 c) above
Aggregated volume:
26,086,957
Price:
0.115p
Aggregated volume:
13,043,479
Price:
0.18p
--------------------------------- ------------------------------------
e) Date of transaction: 18/01/2021
--------------------------------- ------------------------------------
f) Place of transaction Outside a trading venue
--------------------------------- ------------------------------------
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END
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